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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 7, 2000
FNB CORPORATION
(Exact Name of Registrant as Specified in Its Chapter)
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<S> <C> <C>
Virginia 000-24141 54-1791618
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) No.)
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_________________________
105 Arbor Drive
Christiansburg, Virginia 24068
(Address of principal executive offices)
(Registrant's telephone number,
including area code): (540-382-4951)
_________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events
(a) As explained in the attached press release, FNB Corporation and SWVA
Bancshares, Inc. announced on August 8, 2000 that they have entered into an
Agreement and Plan of Merger. Under the terms of the agreement,
shareholders of SWVA will receive consideration valued at $20.25 for each
share of SWVA common stock, in the form of cash, stock of FNB or a
combination of cash and stock at each SWVA shareholder's election. The cash
portion of the consideration, however, will be limited to 20% of the total
consideration paid. For those SWVA shares which are converted into FNB
shares, the number of FNB shares issued will be determined by dividing
$20.25 by the average closing price of FNB shares for the 30 trading days
ending 10 days prior to closing, but in no case will FNB be require to
issue more than 1.324 shares or will SWVA be required to accept less than
1.083 shares for each share of SWVA stock. The transaction will be
structured as a tax-free reorganization to the extent of the shares
exchanged and accounted for under the purchase method of accounting. The
merger is subject to approval by the shareholders of SWVA and bank
regulators and other standard conditions for transactions of this nature.
The companies anticipate closing the transaction in the fourth quarter of
2000 or first quarter of 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FNB CORPORATION,
REGISTRANT
Date: August 11, 2000 By: /s/ J. Daniel Hardy, Jr.
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J. Daniel Hardy, Jr.
President and Chief Executive Officer
